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Alcatel to Buy Newbridge for $7.1 Billion in Stock to Extend Product Range By Daniel Tilles
Alcatel to Acquire Newbridge for $7.1 Bln in Stock (Update1)
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Paris, Feb. 23 (Bloomberg) -- Alcatel SA, Europe's No. 2 phone-equipment maker, agreed to buy Newbridge Networks Corp. for US$7.1 billion in stock, expanding its product range to compete with Lucent Technologies Inc. and Cisco Systems Inc.
Alcatel will exchange 0.81 of an American depositary share for each Newbridge share. That values the Kanata, Ontario-based company at about $38.98 a share, or about 13 percent more than its New York Stock Exchange close of 34 3/8. Paris-based Alcatel fell 3/8 to 47 3/4 on the NYSE yesterday.
Newbridge gives Alcatel telecommunications switches that deliver voice, data and video on a single network, a market where the French company lags No. 1 Lucent, Cisco and Nortel Networks Corp. Many phone companies, such as SBC Communications Inc., prefer the asynchronous transfer mode, or ATM, switches to routers for moving bulk traffic like corporate data. ''This is a bet Alcatel had to take given Newbridge was the last available player in the sector,'' said ABN Amro analyst David Seban-Jeantet, who rates Alcatel shares ''buy.'' ''The price is justified given the synergies Alcatel expects by 2001.''
Alcatel, which sees cost savings of $150 million in 2001, said it expects the acquisition will have a positive impact on earnings in 2000 and will ''substantially'' enhance earnings after goodwill as soon as 2001.
Newbridge will be merged with Alcatel's Carrier Data Division. Based in Canada, the combined group will have annual sales of more than $2.5 billion on a pro forma basis.
Alcatel's Moves
Alcatel, second to Ericsson AB in Europe, has already spent $8.5 billion in the past 17 months, buying companies that make equipment and software for data networking and Internet access. Acquiring Newbridge would give Alcatel customers who are buying ATM switches until so-called Internet Protocol technology can offer the same reliability.
It also would move the French company into a market that's growing faster than sales of its traditional voice switches. ATM sales industry-wide for telecommunications networks will climb 36 percent this year to $5.3 billion, according to Dell'Oro Group Inc., a market research firm.
Phone companies like ATM because it combines the efficiency of packet technology, which breaks up signals into digital bits and occupies all the available capacity on a telecommunications network, with the reliability of a voice network.
Internet Protocol, the standard in routers, can't track the flow of packets on a network like ATM can, making it less popular for video and other sensitive traffic that can become distorted if all the packets don't arrive on time.
Newbridge had 8.4 percent of the ATM telecommunications market in the third quarter, according to Dell'Oro. That ranks it fourth behind Lucent's 32 percent, Cisco's 27 percent and Nortel's 21 percent. ATM also is used for data networking at corporations, a smaller market in which Newbridge isn't a major supplier.
On the Block
Terry Matthews, founder, chairman and chief executive of Newbridge, put Canada's No. 2 phone-equipment maker up for sale in November after the company warned for the sixth time in nine quarters that profit would fall short of expectations. Newbridge was late in developing new products and lost market share.
Last March, before Alan Lutz resigned as Newbridge president in November, Tellabs Inc. held preliminary talks to buy the company. Those discussions fell through. Lutz was replaced by Pearse Flynn.
An agreement with Alcatel could jeopardize the sales that Newbridge gets through Siemens, analysts said. Siemens, which provides Newbridge with about 15 percent of its revenue by reselling ATM switches, was unavailable to comment.
Some analysts wondered how much Newbridge will improve Alcatel's businesses, since the telecommunications industry is moving to networks that run on Internet Protocol only. ''The world is moving to IP,'' Eric Burkel, an analyst with Handelsbanken Markets said before the acquisition was announced. ''The deal is beginning to look more like buying customers and market share rather than technology.''
Warning Aftermath
Newbridge last month said demand for its products is rising, especially in North America. The company also makes some voice switches, equipment for wireless data networks and gear to boost the capacity of copper lines for high-speed Internet access. The voice switches have accounted for about 30 percent of sales in recent quarters, with ATM products making up most of the rest.
Alcatel has used acquisitions to broaden its range of Internet-based software and hardware products in the aftermath of a profit warning in September 1998 that sent the company's shares plunging 38 percent in one day.
Last month, the company said it will start selling products in North America that let businesses combine voice and data services on one phone line using Internet-based technology, a market that could be worth US$2.8 billion by 2003.
Alcatel said the system was developed using expertise acquired when it bought Xylan Corp. and Packet Engines Inc.
Alcatel bought Packet Engines of the U.S. for US$315 million in December 1998. Last year, it paid US$2 billion for Xylan Corp., a Calabasas, California-based data-networking company. Other acquisitions included Assured Access Technology Inc., Internet Devices Inc. and Genesys Telecommunications Laboratories Inc.
Newbridge hired Morgan Stanley Dean Witter & Co. in November to advise it on a possible sale. CSFB advised Alcatel on the transaction.
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